China COSCO Buys World's Largest Dry Bulk Fleet Becoming An Integrated Shipping And Logistics Conglomerate
China COSCO Holdings Company Limited ("China COSCO" or the "Company")(HKEx:1919), the listed flagship and integrating platform of China Ocean Shipping (Group) Company ("COSCO Group"), announced recently that it would acquire major dry bulk shipping assets for a total consideration of RMB34.6 billion from COSCO Group in an attempt to become a global leader in integrated shipping and to reinforce its market leadership. The Company plans to pay the consideration with the proceeds from a private placement of A shares, possibly supplemented by internal funds and loans from financial institutions.
According to the signed agreement, China COSCO proposes to acquire 100% equity in COSCO Bulk Carrier Co., Ltd, Qingdao Ocean Shipping Co., Ltd, Golden View Investment Limited and Shenzhen Ocean Shipping Co., Ltd (together "the Target Subsidiaries").
As at June 30, 2007, the Target Subsidiaries together operated the world's largest dry bulk fleet, with 412 dry bulk vessels, 202 of which were owned vessels, and a total shipping capacity of 32.0 million DWT, or 8.4% of the world's total. The gross tonnage of cargo shipped by the Target Subsidiaries grew at the CAGR of 15.9% from 2004 to 2006, while market share increased from 6.6% to 8.1% during the same period. The Target Subsidiaries have industry-leading operating and management capabilities and long-term strategic partnership with many clienteles.
Subject to the approval of CSRC, the Company will issue A shares to no more than 10 targeted institutional investors, including the COSCO Group, through the A share placing in two sessions. Total number of A shares of the A Share issue will be not more that 1,296,937,124 shares. COSCO Group will subscribe no more than 1,296,937,124 shares and no less than 864,270,817 shares. The Board of Directors (the "Board") proposed to hold a Shareholder Meeting to authorize the Board to determine the final number of shares to be offered based on the subscriptions. COSCO Group will use 100% equity interests in COSCO Bulk Carrier Co., Ltd and Qingdao Ocean Shipping Co., Ltd, 41.52% equity interests in Shenzhen Ocean Shipping Co., Ltd and/or cash (in Renminbi) to subscribe under the A shares placing. Other targeted investors in mainland China will use cash to subscribe under the A shares placing.
The offer price will be no less than RMB 18.49 per share, or the average price of China COSCO's A shares during the 20 trading days prior to the date when the resolution of the 31st meeting of the first session of the Board is announced. After approval by the China Securities Regulatory Commission ("CSRC"), the offering will be conducted in two sessions: 1) the offering to COSCO Group at RMB 18.49 per share, and 2) the offering to institutional investors. After approval from the CSRC, the Company will determine the offer price and the institutional investors based on the bidding results, but no less than RMB 18.49 per share. If COSCO Group participates in the second A Share issue and subscribe those shares, the offer price will be the same as the offer price to other targeted investors.
The cash portion of the A shares placing will be used to acquire 100% equity interests in Golden View and 6.35% equity interests in Shenzhen Ocean Shipping Co., Ltd. In the event there is a deficient between the net proceeds from the A shares placing and the consideration for the Target Assets, the Company will use its internal funds available and/or loans from financial institutions. After the A Share Issue, the Company will directly and indirectly control 100% equity interest in COSCO Bulk and COSCO Qingdao, Golden View and COSCO Shenzhen.
After the closing of the acquisition, China COSCO will broaden the scope of business and grow further in scale. It will extend further along the shipping value chain and become an integrated shipping company engaged in container shipping, dry bulk shipping, logistics, port terminal operation and container leasing. The Company aims at providing quality, diversified shipping and logistics services to clients around the world.
Upon the closing of the acquisitions, the Company's fleet size will increase considerably. Based on the number of vessels operated by the Company and the Target Subsidiaries as at June 30, 2007, the size of the Company's fleet will increase from 144 vessels prior to the acquisitions to 556 vessels after, with capacity growing from 5.68 million DWTs to 37.70 million DWTs. The Company's competitive position and market clout in the global shipping industry will improve substantially.
After the acquisitions, the Company will have more diversified revenue sources, which will help the Company offset cyclicality in its different shipping business segments, formulate new sustainable development strategies, and enhance the stability of its earnings streams.
Propelled by the bullish global economy and the "China Factor", China COSCO, the listed flagship and integrating platform of the COSCO Group, will continue to strengthen and grow its container shipping, dry bulk shipping, logistics, port terminal operation and container leasing businesses, expand into other segments of the shipping industry, enhance full-service capabilities and improve operations along the shipping value chain on the back of China's fast-growing market with a vision of becoming a world-leading integrated shipping and logistics conglomerate. China COSCO believes its future performance has its roots in harmonious relationships. As such, it will continue to grow with its investors, seek higher return for its shareholders and create more value for the world.
About China COSCO:
China COSCO Holdings Company Limited ("China COSCO"), (together with its subsidiaries, the "Group") was established in the PRC on 3 March 2006. It is the listed flagship of China Ocean Shipping (Group) Company ("COSCO Group"), the second largest integrated shipping company in the world. China COSCO owns 100% of COSCO Container Lines Company Limited ("COSCON") and approximately 51% of COSCO Pacific Limited ("COSCO Pacific"). COSCO Logistics Co., Ltd. ("COSCO Logistics"), in which the Company directly holds 51% interests and indirectly holds 49% interests through COSCO Pacific. The Group is one of the leading global providers of integrated container shipping services to international and domestic customers. Its business includes the provision of a wide range of container shipping, container terminal, container leasing and freight forwarding and shipping agency services across the container shipping value chain. The Group was successfully listed in Hong Kong on 30 June 2006. The A-shares of the Group were listed on the Shanghai Stock Exchange on 26 June 2007.
SOURCE: China COSCO Holdings Company Limited